Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a sale, assignment or transfer of any Purchased Asset if such sale, assignment or transfer: (i) violates applicable Law; or (ii) requires the consent or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement and such consent or waiver has not been obtained prior to the Closing.
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Samples: Asset Purchase Agreement (Innovative Food Holdings Inc), Asset Purchase Agreement (Prairie Operating Co.), Asset Purchase Agreement (Digipath, Inc.)
Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, this Agreement shall will not constitute a sale, assignment or transfer of any Purchased Asset if such sale, assignment or transfer: (i) violates applicable Law; or (ii) requires the consent or waiver of a Person who is not a party to this Agreement Party or an Affiliate of a party to this Agreement Party and such consent or waiver has not been obtained prior to the Closing.
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Non-Assignable Assets. (a) Notwithstanding anything contained in this Agreement to the contrary in this Agreementcontrary, this Agreement shall not constitute a salean agreement to transfer, sublease or assign any Contract if any such attempted transfer, sublease or assignment or transfer without the consent of any Purchased Asset if such sale, assignment third party would constitute a breach thereof or transfer: (i) violates applicable Law; would in any way materially and adversely affect the rights of Buyer or (ii) requires the obligations of Seller thereunder following the Closing. Seller shall use commercially reasonable efforts to obtain the consent of any third party or waiver of a Person who is not a party parties to this Agreement such transfer, sublease or an Affiliate of a party to this Agreement and assignment in all cases in which such consent or waiver has not been obtained prior to the Closingis required.
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Samples: Asset Purchase Agreement (Internet Media Services, Inc.)
Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a sale, assignment or transfer of any Purchased Asset if such sale, assignment or transfer: (i) violates applicable Lawlaw; or (ii) requires the consent or waiver of a Person person or entity who is not a party to this Agreement or an Affiliate of a party to this Agreement and such consent or waiver has not been obtained prior to the ClosingClosing (as hereinafter defined).
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Non-Assignable Assets. (a1) Notwithstanding anything contained in this Agreement to the contrary in this Agreementcontrary, this Agreement shall not constitute a salean agreement or an attempted agreement to transfer, sublease or assign any contract, license, lease, commitment, sales or Work Order or any other agreement or any claim, right or benefit arising thereunder or resulting therefrom if any such attempted transfer, sublease or assignment or transfer without the consent of any Purchased Asset if such sale, assignment other party thereto would constitute a breach thereof or transfer: (i) violates applicable Law; or (ii) requires would in any way adversely affect the consent or waiver rights of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement and such consent or waiver has not been obtained prior to the ClosingAmeriCom thereunder.
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